There is also no substance to his claims regarding the dispute with the management company of the property companies in France. This dispute did not, in practice, detract from the disposable income flow. And even if the debt had harmed cash flows, Mr. Knepfler would not have been harmed by it, since the company undertook to bear past debts.
In addition, some of his arguments in this matter amount to a broadening of the front, since he should have exhaustively stated the false representations he makes in his pleadings. The bottom line is that Mr. Knepfler has not been able to point to a single commitment that the company has breached.
- In any event, Mr. Knepfler himself testifies that he understood that he had been misled but did not want to withdraw from the deal because he had already invested money in it. He made most of his investment after discovering the presumed misrepresentations, and against this background he waived any claim in the matter.
With regard to the fact that Mr. Nehemia was a personal guarantor of the company's debts, this was a matter of public information, which was made public and was also known to the directors. The loan agreements were approved by the board of directors and published. Comments regarding them were included in the financial statements. There is no basis for the claim that the directors acted to assist Mr. Nehemiah. After all, approving the deal with Mr. Knepler would have helped him in the same way. His personal guarantee did not give any weight to the discretion exercised by the board of directors. It worked for the benefit of the company, and for its benefit only. In addition, Mr. Knepfler is silenced from claiming that the transaction with the Dayan Group was that of an interested party, since the transaction with him was also not approved in the special format for approving such transactions. As for the claims of personal interest, the directors did not have one in making the decision. They also did not personally enjoy the decision. Mr. Knafler did not explain how Mr. Nehemiah's alleged personal interest affected their set of considerations, and indeed he did not.
- The company and its board of directors placed their hopes on Mr. Kneffler, and he took advantage of this to try to steal its assets with a lentil stew. It had to repay millions of shekels within days, otherwise it would have been exposed to the immediate repayment demand of its creditors. At this point, Mr. Knepfler announced that he did not intend to complete the payment of the consideration he had undertaken, and made a new offer. The board of directors was informed that Mr. Knafler was having difficulties raising capital to complete the consideration. This cast a heavy shadow over his ability to trust him, as he presented a representation that he could pay what was required. In light of this, the company was looking for an alternative investor, and it could have done so, and certainly this was the case with respect to the French company's remaining shares.
- Ultimately, Mr. Knafler did not want to move forward with the original deal, but took advantage of the company's predicament to try to force it to sell him the rest of its holdings in the French company in exchange for a lentil stew. Even at the end of the settlement days that were agreed upon, he did not transfer the balance of the payment, thus he did not complete the original transaction and abandoned it. He also did not ask for an extension of the date for its completion. Therefore, it was also clear to Mr. Knafler that the company could at this stage look for another investor for the stocks. The original agreement was canceled by the conduct of the parties in an unambiguous manner.
- The company's board of directors decided to cancel the deal with Mr. Knepler and to enter into an agreement with the Dayan Group. He did so based on legal advice he received, after receiving the necessary information and analyzing the alternatives. He did so under pressure conditions, taking into account the company's cash flow distress. In any event, Mr. Kneffler's proposal, which was forwarded to the board of directors, to acquire ADN's remaining holdings in the French company, was lower than that of the Dayan Group. In fact, the latter was much better.
- Knafler's claims that the agreement was unlawfully cancelled cannot establish personal liability on the part of the directors. In the settlement agreement that was signed later on, it was agreed that from a legal point of view, Mr. Knafler would be considered to have never held shares in Guy Development, and hence the agreed cancellation was retroactive. It is not possible to establish in this context one law for the company and another for the directors. There is also no basis for the counter-plaintiff's claim that the approval of the transaction with the Dayan Group was defective.
- Not only did Mr. Knepfler fail to substantiate his claims of the directors' liability, but he also did not substantiate the damage he claimed.
The claim of compensation for loss of income was not substantiated. He did not point to a concrete deal that was on the agenda. In this regard, transactions of a similar nature must be shown, and no expert opinion was presented on behalf of the counter-plaintiff to substantiate his claims. There is also no basis for the compensation requested for expenses. Thus, there is no basis for the claim of financing expenses, since Mr. Knepfler presented himself as having the capital to complete the transaction. There is also no room for compensation for exchange rate differences when he invested the capital in the transaction using a foreign currency, and hence both parties took the risk of price fluctuations. In addition, there is no reason to charge the defendants for the additional expenses claimed.